Resolution of 2011 Annual General Meeting of Shareholders

Shareholders meeting resolution Subject : Shareholders meeting's resolution Date of shareholders meeting : 19-Apr-2011 Shareholders meeting's resolution : Accordingly approved with board's resolution Remark : Ref FNA 54/014 19 April 2011 Subject: Resolution of 2011 Annual General Meeting of Shareholders To : The President The Stock Exchange of Thailand Symphony Communication Public Company Limited ("Company") would like to inform the resolutions of the 2011 Annual General Meeting of Shareholders, held on Tuesday 19 April 2011 at 2.00 p.m., at Vibhavadee Ballroom C, Sofitel Centara Grand Bangkok, No. 1695 Phaholyothin Road, Chatuchak, Chatuchak, Bangkok as follows: 1. Certified the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2553 held on 19 August 2010. The meeting has approved this agenda by majority votes of shareholders attending and eligible to vote as follows: Approve 244,921,042 Votes equivalent to 99.9938 % Disapprove 0 Votes equivalent to 0.0000 % Abstain 15,000 Votes equivalent to 0.0061 % 2. Acknowledged 2010 Operating Performance The meeting has acknowledged 2010 operating performance 3. Approved the Financial Statements ended 31 December 2010 The meeting has approved this agenda by majority votes of shareholders attending and eligible to vote as follows: Approve 244,955,556 Votes equivalent to 100.0000 % Disapprove 0 Votes equivalent to 0.0000% Abstain 0 Votes equivalent to 0.0000% 4. Approved the Appointment of Auditor and Fix Their Remuneration. The meeting has approved the auditors from Ernst&Young Office Limited to be the Company's auditors for the year 2011 as follow: Ms. Rungnapa Lertsuwankul, Certified Public Accountant (Thailand) No. 3516 and/or Ms. Vissuta Jariyatanakorn, Certified Public Accountant (Thailand) No. 3853 and/or Ms. Pimjai Manitkajohnkit, Certified Public Accountant (Thailand) No. 4521 Any of the above auditors can conduct the audit and express an opinion on the Company's financial statements. In the event that none of these auditors is available, Ernst&Young Office Limited is authorized to delegate another auditor of Ernst&Young Office Limited to conduct the audit. The Audit fee and the quarterly review fee for 2011 of the Company are in the amount of Baht 900,000 (Excluding out-of-pocket expenses, i.e. travelling expense etc.) The meeting has approved this agenda by majority votes of shareholders attending and eligible to vote as follows: Approve 244,951,056 Votes equivalent to 99.9981 % Disapprove 0 Votes equivalent to 0.0000 % Abstain 4,500 Votes equivalent to 0.0018 % 5. Approved the Profit Appropriation and the Payment of Dividend of the Financial Year ended 31 December 2010. The meeting has approved the profit appropriation of 2010 annual profit for the legal reserve in the amount of Baht 7.50 million, and the dividend payment from the 2010 annual profit after taxes and legal reserve at Baht 0.53 per share, for 300 million shares, in total amount of Baht 159 million, or the pay-out ratio of 83 per cent of the net profit after taxes and legal reserve, in line with dividend payment policy of at least 40% of net profit after deduction of taxes and legal reserves. The Company will entitle rightful shareholders who may receive the dividend on 26 April 2011 (Record Date), and will aggregate rightful shareholders list under Section 255, Securities and Stock Exchange Act by recording from closed share registered book on 27 April 2011. The dividend shall be payable on 12 May 2011. The meeting has approved this agenda by majority votes of shareholders attending and eligible to vote as follows: Approve 244,951,056 Votes equivalent to 99.9981 % Disapprove 0 Votes equivalent to 0.0000 % Abstain 4,500 Votes equivalent to 0.0018 % 6. Approved the Appointment of Directors in Substitution of the Directors Retired by Rotation. There are 3 directors retired by rotation as follows: 1) Mr. Kranphol Asawasuwan : Chairman of Executive Committee / President / Director 2) Mr. Niphol Suwannachet : Director 3) Mr. Virachai Wongjirasak : Director The meeting has approved the appointment of directors in substitution of the directors retired by rotation, which have been considered by the Nomination and Compensation Committee and the Board of Directors as follows: 1) Appointment of Mr. Kranphol Asawasuwan : Chairman of Executive Committee / President / Director The meeting has approved the appointment by majority votes of shareholders attending and eligible to vote as follows: Approve 244,955,556 Votes equivalent to 100.0000 % Disapprove 0 Votes equivalent to 0.0000% Abstain 0 Votes equivalent to 0.0000% 2) Appointment of Mr. Supornchai Chotputtikul : Director The meeting has approved the appointment by majority votes of shareholders attending and eligible to vote as follows: Approve 244,941,056 Votes equivalent to 99.9940 % Disapprove 4,500 Votes equivalent to 0.0018 % Abstain 10,000 Votes equivalent to 0.0040 % 3) Appointment of Ms. Bussakorn Jaruwachirathanakul : Director The meeting has approved the appointment by majority votes of shareholders attending and eligible to vote as follows: Approve 244,917,756 Votes equivalent to 99.9845 % Disapprove 1,800 Votes equivalent to 0.0007 % Abstain 36,000 Votes equivalent to 0.0146 % 7. Approve the Director's Remuneration for the year 2011 The meeting has approved the director's remuneration for the year 2011 which comprise of attendance fee, salary and bonus in the amount not exceeding Baht 5,000,000 of which equates to the amount approved in the 2010 Annual General Meeting of Shareholders held on 26 April 2010. Approve 244,833,756 Votes equivalent to 99.9502 % Disapprove 171,300 Votes equivalent to 0.0478 % Abstain 4,500 Votes equivalent to 0.0018 % The meeting has approved this agenda by not less than two-thirds of shareholders attending and eligible to vote as follows: Please be informed accordingly. Yours faithfully, Bussakorn Jaruwachirathanakul Executive Vice President ______________________________________________________________________